Mary Louise Wilcox
About Mary Louise Wilcox
Mary Louise Wilcox is an independent director of Glen Burnie Bancorp (GLBZ), age 77 as of the 2025 record date, serving on the Board since 1997 with her current term expiring in 2026 . Her background includes a career as a retired teacher in Anne Arundel County Public Schools and membership in a family-owned LLC managing commercial property in northern Anne Arundel County; she has extensive community involvement and church committee service (Vestry, Finance, Endowment), which the company cites as core credentials for board service given her market knowledge and community ties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anne Arundel County Public Schools | Teacher (retired) | Not disclosed | Long-tenured educator in local community |
| Family-owned LLC (Northern Anne Arundel County) | Member (commercial property management) | Not disclosed | Local market knowledge; potential stakeholder relationships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Church (not named) | Committee Member | Not disclosed | Vestry, Finance, Endowment committees; community engagement |
| Glen Burnie Improvement Association | Carnival Banking Committee Member | Over 50 years | Sustained community involvement and local relationships |
Board Governance
- Independence: Classified as “independent” under Nasdaq rules .
- Tenure: Director since 1997; current term to expire in 2026 .
- Committee Memberships:
- Compensation: Member, Employee Compensation and Benefits Committee (acts as Company compensation committee) .
- Audit: Not a member; Audit Committee members are Mussog (Chair), Clocker, Kuethe III, Cooch .
- Nominating: Independent directors collectively act as nominating committee; no formal charter (Wilcox participates by virtue of independence) .
- Attendance: Board met 12 times in 2024; no incumbent director attended fewer than 75% of board and committee meetings; all incumbents attended 2024 annual meeting . In 2023, one director (Demyan) was <75%, not Wilcox .
- Compensation Committee Practices: Uses an independent consultant (ChaseCompGroup); no other services to Company (reduces consultant conflict risk) .
| Committee | Membership Status | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | Chair: Julie Mussog | 14 |
| Compensation | Member | Not disclosed | 3 |
| Nominating (independent directors) | Participates (as independent) | No charter | 2 |
Fixed Compensation
- Director fee schedule: $1,250 per combined Company/Bank meeting (one excused absence paid); $300 chair fee; $350 Audit Committee chair; $250 audit committee members; $200 member fee; Chair of the Board had separate compensation (Demyan at $77,064 in 2024); CEO and Chair do not receive meeting fees .
- Wilcox cash compensation: $17,400 in 2024 and $19,400 in 2023 .
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2023 | 19,400 | — | 19,400 |
| 2024 | 17,400 | — | 17,400 |
| Fee Component | Amount |
|---|---|
| Board/Bank combined meeting fee | $1,250 per meeting |
| Committee chair fee | $300 per meeting |
| Audit Committee chair fee | $350 per meeting |
| Audit Committee member fee | $250 per meeting |
| Committee member fee (other) | $200 per meeting |
Performance Compensation
- No director equity grants or performance-based director compensation disclosed; director compensation is cash-based per meeting/committee service .
- Company states it does not provide equity-based compensation (context provided in executive compensation discussion), and annual bonuses for executives are discretionary and not tied to shareholder return; no director performance metrics disclosed .
| Performance Element | Structure | Metrics/Terms | Status |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not provided to directors | N/A | None disclosed |
| Performance bonus (director) | Not applicable | N/A | None disclosed |
| Clawbacks/COC provisions (director) | Not disclosed | N/A | Not disclosed |
| Hedging/Pledging policy (director) | Not disclosed | N/A | Not disclosed |
Other Directorships & Interlocks
| Company/Organization | Role | Sector | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists no public company directorships; community and church roles only |
Expertise & Qualifications
- Market/Community Knowledge: Long-standing local educator and active civic participant cited as rationale for board qualification .
- Governance/Finance Exposure: Church finance/endowment committees; not designated a financial expert; Audit Committee financial expert is Julie Mussog .
- Board Diversity: Company emphasizes diverse viewpoints and local market knowledge for directors; Wilcox aligns with community expertise priorities .
Equity Ownership
- Beneficial ownership: 24,850 shares (0.86% of class) as of March 20, 2025 record date .
- Prior year: 23,812 shares (0.82% of class) as of 2024 record date .
- Shares outstanding: 2,900,681 as of March 20, 2025 .
| Record Date | Shares Owned | Percent of Class | Shares Outstanding |
|---|---|---|---|
| 2024 | 23,812 | 0.82% | Not disclosed in 2024 proxy |
| 2025 | 24,850 | 0.86% | 2,900,681 |
- Section 16(a) filings: No delinquent filings noted for Wilcox; 2025 proxy notes one late filing by Baldwin unrelated to Wilcox .
Governance Assessment
- Board effectiveness: Wilcox brings deep local-market and stakeholder connectivity, consistent attendance, and service on the Compensation Committee, supporting board coverage of human capital and pay oversight .
- Independence and oversight: Classified independent; participates in independent directors’ nominating function; presence of external pay consultant mitigates compensation committee conflicts .
- Alignment: Holds 0.86% of outstanding shares, which is meaningful for a small-cap community bank and suggests alignment with shareholder outcomes .
- Pay structure: Director compensation is entirely cash-based—no equity or performance-linked compensation—limiting long-term incentive alignment but appropriate for small-cap banking governance norms; absence of director equity grants may reduce direct TSR linkage .
- Process gaps: Nominating function lacks a formal charter; while independent directors handle nominations, absence of charter is a soft governance weakness for process transparency .
- Related-party exposure: Company discloses that certain directors/families are depositors/borrowers/customers on market terms with internal audit oversight; Wilcox’s membership in a property LLC could present potential related-party exposure if that LLC transacts with the Bank, though no specific transaction is disclosed; internal audit reviews and semi-annual reporting mitigate risk .
RED FLAGS
- No formal nominating committee charter (process transparency gap) .
- No performance-linked or equity-based director compensation (weaker long-term alignment signal) .
- Potential related-party exposure inherent to community banking customers among directors; mitigated by Regulation O compliance and internal audit review; no Wilcox-specific transactions disclosed .
Say-on-Pay & Shareholder Feedback
- Say-on-pay frequency (advisory) set at every three years; proposal presented again in 2025; company believes pay policies align with long-term success; vote details not provided in proxy excerpts .
Compensation Committee Analysis
- Composition: Independent-heavy committee including Wilcox and other directors; CEO compensation reviewed by full Board and must be approved by a majority of independent directors; executives not present during deliberations on their pay .
- Consultant: ChaseCompGroup engaged as independent advisor; provides no other remunerated services to GLBZ or affiliates, reducing consultant conflict risk .
- Equity policy: Company states it does not provide equity-based compensation; annual bonuses for executives are discretionary and not tied to shareholder return (context for committee’s pay philosophy; director equity not disclosed) .
Insider Trades (Disclosure Status)
| Item | Wilcox |
|---|---|
| Form 4 filings (recent) | Not disclosed in proxy extracts |
| Delinquent Section 16(a) | None noted; late filing noted for Baldwin only |
Employment & Contracts (Director)
- Employment agreements, severance, change-of-control terms, clawbacks, hedging/pledging: Not disclosed for directors in proxy content provided .
Performance & Track Record
- Board attendance and engagement: Met attendance thresholds in 2024; all incumbents attended annual meeting .
- Achievements/controversies: Not disclosed for Wilcox beyond community roles .
Other Notes
- Leadership structure: Separate Chair and CEO; risk oversight conducted by Board and committees; supports independent oversight .
- Audit Committee: Financial expert designated (Mussog); Wilcox not an Audit Committee member .
Overall, Wilcox’s profile emphasizes local market expertise and steady board engagement, with meaningful equity ownership for a community bank director. Key governance watchpoints are the lack of a formal nominating charter and the absence of performance-linked director compensation; related-party risks are a structural feature of community banking, mitigated by internal audit and Regulation O oversight .